NOTE 6 – SOLAR PHOTOVOLTAIC JOINT VENTURE PROJECT

During 2025, the Company and the other lenders entered into several amendments and additional loan agreements in connection with the Germany project, pursuant to which the Company committed to provide additional funding, including €19 thousand under a bridge loan, €450 thousand under Addendum No. 2, and €210 thousand under an additional loan agreement dated December 24, 2025. Such additional amounts generally bear interest at 7% annually and are intended to support the development of the battery energy storage system and photovoltaic facility, including activities aimed at achieving Ready-to-Build status.

On June 4, 2026, the parties entered into Addendum No. 3 to the Loan and Partnership Agreement. Subject to the closing of the contemplated transaction involving Sunflower Renewable Investments Ltd., the Addendum provides, among other things, for the repayment of 10% of the outstanding loan and accrued interest, a corresponding 10% reduction in the remaining funding commitment, a reduction in the lenders’ aggregate profit rights from 50% to 45%, and an option to purchase and redeem the lenders’ remaining profit rights. The related closing occurred subsequent to June 30, 2026.

As of June 30, 2026, the Company has funded €1,523 thousands (approximately $1,739).

The Company’s interest in the Partnership was evaluated under ASC 810-10, and the Company determined that the Partnership is not subject to consolidation by the Company. Accordingly, the Partnership is not consolidated in the Company’s consolidated financial statements.

The Company elected to account for the Loan and Partnership Agreement under the fair value option in accordance with ASC 825. The Company estimated the fair value of the Loan and Partnership Agreement using a third-party appraiser and various assumptions such as, probability of completion of the project based on key milestones, scenarios for the expected project’s cash realization value (including expected power of the project, selling price per megawatt, and loan repayment dates). The projected net cash flows were discounted using an interest rate appropriate for similar projects. The result was adjusted to the probability for the completion of the project as of the valuation date.

The interest rate was determined at 9.10% as of June 30, 2026. The Company calculated the Loan Agreement and the fair value of the Company’s interest in the Partnership and Loan amounted to €2,394 thousands (approximately $2,735) as of June 30, 2026.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)

NOTE 6 – SOLAR PHOTOVOLTAIC JOINT VENTURE PROJECT (continued)

In the event the project is sold to a third party not related to the Borrower during a 30 months term, the Company will be entitled to repayment of the principal plus a pro-rata share (15%) of 50% of the net profit from the sale, as defined in the agreement.

If the project is not sold by the end of the term of the loan, the loan will bear annual interest of 7%, and the total amount due (principal and interest) will be repaid at maturity. The agreement does not provide for early repayment.

The Company assessed its involvement in the Pikozow Project in accordance with ASC 810-10, Variable Interest Entities (VIE), and concluded that the Borrower does not meet the definition of a VIE. Accordingly, no consolidation is required.

The Company elected to account for the loan agreement under the fair value option in accordance with ASC 825. On June 30, 2026, the Company entered into an assignment agreement with Solterra Renewable Energy Ltd. and Solterra Energy Ltd., pursuant to which, subject to the completion of the transaction contemplated by the agreement with Sunflower Renewable Investments Ltd., the Company agreed to assign all of its rights under the loan agreement to Solterra Energy Ltd. in consideration for an amount equal to the outstanding loan balance, including accrued interest and linkage differences. Upon effectiveness of the assignment, all other rights of the Company under the loan agreement, including its rights to participate in future profits from the project, were terminated.

The assignment became effective, and the related consideration was received, subsequent to June 30, 2026. Accordingly, the fair value of the loan as of June 30, 2026 was determined, inter alia, based on the contractual settlement amount of €162 thousand (approximately $185), representing the outstanding principal and accrued interest.

NEXENTIS TECHNOLOGIES INC.

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(USD in thousands, except share and per share data)